august 2015 investor update

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2Q 2015 INVESTOR UPDATE August 2015

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2Q 2015 INVESTOR UPDATE

August 2015

Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP

(“SUN”), Energy Transfer Partners, L.P. (“ETP”) and their respective affiliates that involve risks,

uncertainties and assumptions, including, without limitation, our discussion and analysis of our financial

condition and results of operations. These forward-looking statements generally can be identified by

use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words

or phrases in conjunction with a discussion of future operating or financial performance. Descriptions of

SUN’s, ETP’s and their respective affiliates’ objectives, goals, targets, plans, strategies, costs,

anticipated capital expenditures, expected cost savings and potential acquisitions are also forward-

looking statements.

These statements represent present expectations or beliefs concerning future events and are not

guarantees. Such statements speak only as of the date they are made, and we do not undertake any

obligation to update any forward-looking statement. Further, although we expect that ETP will contribute

further assets to SUN in the future, ETP is under no obligation to offer additional assets to SUN, and

there is no guarantee that either party will be able to agree to any future contributions on economically

acceptable terms or at all.

We caution that forward-looking statements involve risks and uncertainties and are qualified by

important factors that could cause actual events or results to differ materially from those expressed or

implied in any such forward-looking statements. For a discussion of these factors and other risks and

uncertainties, please refer to SUN’s and ETP’s filings with the Securities and Exchange Commission

(the “SEC”), including those contained in SUN’s 2014 Annual Report on Form 10-K and Quarterly

Reports on Form 10-Q which are available at the SEC’s website at www.sec.gov.

2

FORWARD-LOOKING STATEMENTS

This presentation includes certain non-GAAP financial measures as defined under SEC Regulation G.

A reconciliation of those measures to the most directly comparable GAAP measures is provided in the

appendix to this presentation. We define EBITDA as net income before net interest expense, income

tax expense and depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA to

reflect certain other non-recurring and non-cash items. Distributable cash flow represents Adjusted

EBITDA less cash interest expense, cash tax expense, maintenance capital expenditures, and other

non-cash adjustments.

This presentation also includes information regarding the consolidated retail marketing segment of

ETP, which includes the combined assets and operations of SUN, Sunoco, Inc. (R&M) (“Sunoco”) and

Susser Holdings Corporation (“Susser”). On July 14, 2015, SUN and certain affiliates of ETP entered

into a contribution agreement, pursuant to which SUN will acquire Susser. The transaction closed on

July 31, 2015. Although ETP has indicated it intends to contribute the retail and marketing assets of

Sunoco to SUN in a series of “drop down” transactions, ETP does not have a contractual obligation to

do so. SUN does not currently hold, or derive income or cash flows from, Sunoco’s assets and the

completion of any of proposed drop down transactions involving Sunoco’s assets remain subject to

market conditions, negotiations of terms and ETP and SUN board and special/conflicts committees’

approvals. There can be no assurances that such transactions will be completed within the timeframe

set forth herein or at all. Accordingly, statements referring to ETP’s business and operations on a

‘combined’ or ‘consolidated’ basis should be understood to refer to ETP’s retail marketing segment in

its entirety, rather than the assets, business or operations of SUN, individually.

3

NON-GAAP MEASURES AND EXPLANATORY NOTE REGARDING PRESENTATION SCOPE AND FORMAT

4

KEY INVESTMENT HIGHLIGHTS

Leading Position in

an Attractive

Industry

Strong Track Record

of Stable Cash

Flows

Diversified Business

and Geography

Mitigate Risk and

Volatility

Strong and

Experienced

Management Team

with a Proven Track

Record of Success

Supportive and

Dedicated General

Partner

SUN owns and represents some of the most iconic brands in the motor fuels industry

Industry wide non-fuel retail sales are strong and growing

Channel and geographic diversity has increased the stability of cash flows in the retail gasoline business

SUN’s fuel margins have proved to be resilient across numerous economic and commodity cycles

ETP’s Stripes brand has demonstrated 26 years of same-store merchandise sales growth

Diversified sales channels, long-term fee based contracts and significant real estate holdings represent a wide mix of

revenue and provide an attractive business risk profile

Pro forma for the Sunoco LLC drop, SUN has rapidly increased its presence into 30 states

Pro forma for the Susser Holdings Corporation drop, SUN has diversified through an expansion of a fast growing retail

division

Senior management has an average of more than 24 years of combined retail and wholesale experience

The SUN and ETP retail businesses are currently operated as a single platform under one management team

ETP has announced its intention to contribute the remaining retail business to SUN

ETP can and will provide flexibility around drop down consideration to effectively manage SUN’s capital structure and

credit profile

ETP is strongly supportive of SUN's objective to achieve investment grade ratings over time

Unique and Highly

Visible Growth Plan

to Further Augment

Scale and Diversity

The expected drop down of the remaining ETP retail business is expected to significantly expand SUN’s scale and

provide further geographic diversity

SUN is focused on both organic growth and growth through acquisitions

THE SUN TRANSFORMATION IS WELL UNDERWAY

5

August 29, 2014: ETP acquired Susser Holdings (“Susser”), announced plan to drop

Susser and Sunoco Inc. businesses into SUN

September 25, 2014: SUN closed a new 5-year, $1.25 billion Credit Facility. April 10, 2015:

SUN amended its Credit Facility and expanded aggregate credit commitments from $1.25

billion to $1.5 billion

October 1, 2014: SUN acquired Mid-Atlantic Convenience Stores from ETP in the first of

the drop downs in a transaction valued at ~$768 million

October 21, 2014: SUN launched an equity offering of 9.1 million common units (incl.

underwriters’ overallotment option) raising a net $406 million

December 16, 2014: SUN acquired Honolulu-based Aloha Petroleum for approximately

$267 million in cash

April 1, 2015: SUN acquired a 31.58% equity interest in Sunoco LLC (the entity that owns

Sunoco’s legacy fuel distribution business) from ETP for ~$816 million, which was

primarily funded utilizing net proceeds from a $800 million senior notes offering

July 31, 2015: SUN acquired 100% of the outstanding capital stock of Susser Holdings

Corporation from ETP for ~$1.9 billion, funded through equity to ETP, borrowings under

its revolving credit facility and the proceeds of a senior notes offering

SUN (1) MACS /

Tigermarket

Aloha

Petroleum, Ltd.

31.58% of

Sunoco LLC

Susser Holdings

Corp

SUN Today

Date August 29,

2014

October 1,

2014

December 16,

2014

April 1, 2015 July 31, 2015

Description Wholesale fuel

distribution

Retail

network and

wholesale

fuel

distribution

Leading gasoline

retailer and c-

store chain in

Hawaii with a

wholesale fuel

distribution

business and 6

fuel terminals

Legacy

Sunoco

wholesale fuel

distribution

business

Retail convenience

store operator,

wholesale

consignment sales,

and transportation

operations business

Retail motor fuel,

wholesale fuel

distribution,

convenience stores,

supply & trading,

racing fuels and

terminals

Geography Primarily

Texas

Maryland,

DC Metro,

Virginia and

Nashville

Hawaii 26 states

across the

Eastern U.S.

Texas, Oklahoma, and

New Mexico

30 States from Maine

to Hawaii

Transaction GP of SUN (1)

was acquired

by ETP on

August 29,

2014

Drop down Third party

acquisition

Drop down Drop down

SIGNIFICANT DROP DOWN AND ACQUISITION ACTIVITY DRIVING STRATEGIC GROWTH AT SUN…

SUN successfully completed three drop downs from ETP and the acquisition of Aloha

Petroleum in the past 10 months

(1) The ticker symbol SUSP was changed to SUN on October 21, 2014.

6

Additional drop down inventory remaining at ETP consists of legacy Sunoco retail marketing and

68.42% of Sunoco LLC fuel distribution businesses expected to be dropped by end of 2016

(1) Based on year ended 12/31/14, pro forma results for combined SUN which includes 12 months of MACS, Aloha Petroleum and 31.58% of Sunoco LLC.

(2) Based on LTM 6/30/15, pro forma results for combined SUN which includes 12 months of MACS, Aloha Petroleum and 31.58% of Sunoco LLC.

(3) Includes company owned / company operated, company owned / dealer operated, dealer and distributor operated.

(4) Excludes affiliated sites supplied by SUN.

7

… WITH A DIVERSE PLATFORM FOR FUTURE GROWTH

LTM 6/30/15

Merchandise Sales ($MM):

Businesses: One of the Largest

and Most Diversified

Fuel Distribution and

Marketing Platforms

in the U.S.

Total Sites (6/30/15): (3) 6,762

Drop #3: Susser HoldingsCurrent SUN

LTM 6/30/15 Motor

Fuel Sales (MM Gallons):

Wholesale & Retail Motor Fuel

Convenience Stores

Supply & Trading

Racing Fuels

Terminals

Wholesale & Retail Motor Fuel

Convenience Stores

$208 (2)

2,403 (4) 764

2,957(2) 7,770

SUN Pro Forma

Locations: 30 States From Hawaii to Maine

$1,314 $2,073

1,234

FYE 12/31/14 Adjusted

EBITDA ($MM): $307 (1) $161 N/A

Wholesale & Retail

Motor Fuel

Convenience Stores

Supply & Trading

Racing Fuels

3,595

3,579

$551

--

Additional Potential

Future Growth

92%

8%

Retail Wholesale

30%

4%66%

Retail Fuel

Wholesale Fuel

Merch & Other C-Store

$1,142

$1,271

$ 1,437 $1,488

$1,540

$1,661

$1,792 $1,883

$1,970

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

2006 2007 2008 2009 2010 2011 2012 2013 2014

8

DROP DOWN #3: SUN LP CLOSED ON 100% OF SUSSER HOLDINGS CORPORATION ON JULY 31, 2015

Susser engages in the operation of retail convenience stores,

wholesale consignment sales, and transportation in Texas,

Oklahoma and New Mexico

679 retail sites

Among the leading operators of C-store chains in the U.S.

Superior food offerings with Laredo Taco Company

$1.3 billion of FY 2014 merchandise sales

Susser Acquisition:

SUN purchased 100% of Susser

Drop down is expected to be accretive to distributable

cash flow on a per unit basis to SUN after taking into

account equity issued to ETP in acquisition and equity

offering to public

Gallons & Gross Profit by Channel (2)Average Merchandise Sales Per Store

Geographic Footprint (1)Overview

(000s)

Retail Locations

(1) Susser retail locations as of 6/30/2015.

(2) FY 2014.

(3) Wholesale for Susser is representative of consignment locations.

1,157 million gallons $778 million

(3)

9

DROP DOWN #2: SUN LP CLOSED ON 31.6% OF SUNOCO LLC ON APRIL 1, 2015

Sunoco LLC is primarily engaged in the wholesale distribution of motor

fuels across more than 26 states throughout the East Coast and Southeast

regions of the U.S. from Maine to Florida and from Florida to Louisiana

Sunoco LLC’s business includes the distribution of motor fuels to:

Sunoco, Inc. (R&M) for resale at its approximately 440 company-

operated Sunoco and APlus branded convenience stores and other

retail fuel outlets

Approximately 870 Sunoco branded dealer locations

Wholesale distributors of branded fuel to an additional approximately

3,670 independently operated Sunoco-branded third party retail fuel

outlets

Sunoco LLC also supplies wholesale motor fuel to approximately 400

other commercial customers on a spot or short-term, contract basis

Current drop down plan:

SUN purchased 31.6% of Sunoco LLC

Closed on April 1, 2015

Drop down is accretive to distributable cash flow to SUN

Gross Profit by Channel (2)

(1) Reflects all sites supplied by Sunoco LLC, including those operated by Sunoco Inc.

(2) LTM 6/30/15 results for 31.6% of Sunoco LLC.

Gallons Sold by Customer (2)

21%

22%45%

12% Sunoco Inc. CompanyOperated

Contracted BrandedDealers

Branded WholesaleDistributor

Commercial Customers

Geographic Footprint (1)

89%

11%

Wholesale Fuel

Rent

10

Dealer / Distributor

Operated

Company Operated

Hawaii

6 SUN Terminals

Site Count as of June 30, 2015

SUN Sites

(SUN + MACS /

Tiger + Aloha +

31.58% Sunoco LLC)

SusserAssets Held at

ETP(1) Total

Coop 155 679 440 1,274

Third Party 2,248 85 3,155 5,488

Total Sites 2,403(2) 764 3,595 6,762

ETP has One of the Largest and Most Diversified Fuel Distribution and Marketing Platforms in the U.S.

(1) Includes 68.42% of Sunoco LLC and legacy Sunoco Retail (Company Operated) sites which represents future drop down inventory, currently part of ETP’s Retail Marketing

Segment.

(2) Does not include affiliated sites which are supplied by SUN.

SIGNIFICANT ADDITIONAL SCALE OPPORTUNITY FOR SUN

MULTIPLE AVENUES FOR ORGANIC GROWTH

Raze & Rebuilds

Same-Store Sales Growth

Building merchandise and fuel volumes at existing

stores through:

Experienced management team

Best in class technology

Strong merchandising

Prudent investment

Increases returns on existing sites with attractive

volume and customer traffic

Frequently in established markets with predictable

volumes

Raze and rebuilds utilize existing locations, thereby

eliminating the need to permit sites

Wholesale Growth

New to Industry (“NTI”)

Purchase and leaseback 30 to 40 new convenience

stores that Stripes plans to build in 2015

Targeted in high growth markets with favorable

demographics

NTI growth allows for more open and modern store

designs to increase customer appeal

New stores typically produce 2-3x cash flows of

legacy stores

Carry a larger proportion of higher-margin food

offerings and private-label products

Foodservice drives higher-than-average gross

margins and drives additional customer traffic

Additional merchandise purchases in >70% of

transactions

Entry of the Sunoco brand into Texas and neighboring

states presents opportunities for additional margins

through expansion of dealer and distribution channels

Relationship with ExxonMobil and other brands

provides opportunities in existing and new

geographies

Increased size and scope facilitates growth of

unbranded business through economies in supply

11

SUN WILL TARGET PRUDENT GROWTH VIA ACQUISITIONS

SUN will continue to look to opportunistically acquire strong performing retail and

wholesale businesses / assets in attractive markets

We evaluate potential acquisitions through the following criteria:

Financial hurdles

Geography

Market margin history

Supply opportunities / advantages

Quality of the operations / real estate

Opportunities for synergies with our existing business

C-store offerings, brand opportunities

Platform for additional growth opportunities

Attractive balance to underlying gasoline prices

12

$0.45$0.47

$0.49$0.50

$0.52$0.55

$0.60

$0.65

$0.69

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

2Q 2013 3Q 2013 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 2Q 2012

Distribution / Unit

SUN HAS CONSISTENTLY GROWN DISTRIBUTIONS SINCE 2012 IPO

13

Future Distribution Growth Will Be Fueled By Anticipated Dropdowns and Other Growth Opportunities

25% DPU CAGR

$ / Unit

0.0

0.5

1.0

1.5

2.0

3Q 2014 4Q 2014 1Q 2015 2Q 2012

Coverage - LTM

SUN LP CAPITAL STRUCTURE & LIQUIDITY

Historical 6/30/15 As Adjusted 6/30/15 (1)

Current capital structure designed to provide leverage-driven growth and access to

liquidity for M&A opportunities

14

Cash $ 63 $ 63

Debt

$1.5 Billion Revolver 725 886

6.375% Senior Notes Due 2023 800 800

5.5% Senior Notes Due 2020 - 600

Other Debt 183 183

Total Debt 1,708 2,470

Market Capitalization(2) 1,299 2,695

Total Capitalization 3,007 5,164

Net Debt 1,645 2,407

Total Liquidity $ 827 $ 663

Revolver Size $ 1,500 $ 1,500

Revolver Utilization (%) 49% 60%

2014 Pro Forma Adjusted EBITDA $ 307 $ 468

Net Debt / 2014 PF Adjusted EBITDA 5.4x 5.1x

Total Debt / Total Capitalization (%) 57% 48%

(1) As Adjusted reflects the drop down of Susser Holdings Corporation

(2) Based on 8/7/2015 closing price

($ in Millions)

30

50

70

90

110

130

150

0

5

10

15

20

25

30

SUN PRO FORMA WHOLESALE AND RETAIL MARGINS ARE RESILIENT THROUGH COMMODITY CYCLES

15

Note: Wholesale Margin includes Affiliated Margins and reflects existing SUN business pro forma for acquisition of 31.58% of Sunoco LLC. Pro Forma SUN Retail Margins

include Susser for all periods shown, and both MACS and Aloha Retail Margins for periods under ETP ownership.

WTI ($/bbl) Susser (cents/gal) Pro Forma SUN Retail Margins (cents/gal) Wholesale Margin (cents/gal)

2006 2007 2008 2009 2010 2011 2012 2013 2014

$/bblCents/gal

24%

27%

42%

7%

Gross Profit Contribution By Channel (LTM 6/30/15)

(1) Pro Forma results for combined SUN which includes twelve months of MACS, Aloha Petroleum, and 31.58% of Sunoco LLC.

(2) Pro Forma results for combined SUN which includes twelve months of MACS, Aloha Petroleum, 31.58% of Sunoco LLC, and Susser.

DIVERSIFIED LINES OF BUSINESS GENERATE A PORTFOLIO OF STABLE CASH FLOWS…

16

Total = $1,314 million

18%

59%

9%

13%

2%

Retail Fuel Wholesale Fuel Merch & Other C-Store Rent Other Fuel

Total = $582 million

Current SUN (1) SUN Pro Forma (2)

16%

58%

13%

13%

17

SUN Pro Forma Gallons Sold by Channel (1)

Wholesale

“Company Owned (2) / Dealer Operated” - Earn fuel margin and rental income from long-term fuel

supply and lease arrangement. Dealer operates under Sunoco or other major fuel brand. Dealer may

operate a branded C-store, for which SUN collects royalties

“Dealer Owned / Dealer Operated” - Earn fuel margin through long-term supply arrangement based

on SUN’s established postings or formula based. Dealer operates under Sunoco or other major fuel

brand

“Distributor” - Earn fuel margin through long-term supply arrangement, typically to multiple sites

operated by a single distributor. Substantially all distributors are currently branded Sunoco

(1) Gallons based on LTM 6/30/15 pro forma results for combined SUN which includes twelve months of MACS, Aloha Petroleum, 31.58% of Sunoco LLC, and Susser.

(2) Company Owned includes both fee simple and leasehold interest properties.

…WHILE DIVERSIFIED SALES CHANNELS PROVIDE A STRONG BUSINESS PROFILE

Retail

“Consignment” - Sell fuel at dealer-

operated site and pay commission to

dealer. Real estate can be controlled

by SUN or third party

“Company Operated” - Operate

convenience store and sell fuel

Wholesale

“Affiliate” - Wholesale sale of motor

fuel to Stripes LLC and Sunoco Inc

Wholesale

“Commercial” - Wholesale sale of motor

fuel to customers, typically under

contracts of one year or less or, on spot

basis

9%

Total = 4,190 million gallons

33%

5%

42%

8%12%

Company Op

Consignment

Dealer/Distrib

Affiliate

Commercial

24 3252

122

97

161

468

2011 2012 2013 Actual2014

Pro Forma 2014w/

MACS & Aloha, Sunoco LLC,

& Susser

679 679 679 679

656 656 656

1,666 1,666

1,157

1,335

3,001

4,158

2014Sun LP Only

Pro Forma 2014 w/MACS & Aloha

Pro Forma 2014 w/MACS & Aloha and

Sunoco LLC

Pro Forma 2014 w/MACS & Aloha,Sunoco LLC, &

Susser

Gallons Sold (MM)Adjusted EBITDA ($MM)

18

ORGANIC GROWTH, ACQUISITIONS AND DROP DOWNS HAVE MEANINGFULLY INCREASED CASH FLOW, SCALE AND DIVERSITY

(2)

(1) 2013 was first full year of SUN operations, prior results reflect predecessor operations.

(2) Based on actual FYE 2014 results which include four months of MACS and two weeks of Aloha Petroleum.

(3) Based on FYE 2014 pro forma results for combined SUN which includes twelve months of MACS, Aloha Petroleum, 31.58% of Sunoco LLC, and Susser.

(4) Reflects SUN third party dealer and commercial sales only.

(5) Based on FYE 2014 pro forma results for combined SUN which includes twelve months of MACS and Aloha Petroleum.

(6) Based on FYE 2014 pro forma results for combined SUN which includes twelve months of MACS, Aloha Petroleum, and 31.58% of Sunoco LLC.

(1) (3) (5) (6) (3)

SUN MACS & Aloha 31.58% Sunoco LLC Susser SUN MACS & Aloha 31.58% Sunoco LLC Susser

210

(4)

19

Diversified Business and

Geography Mitigates Risk and Volatility

Leading Market

Position with Iconic Brands

Supportive and Dedicated

General Partners

Strong and Experienced Management

Team with Proven Track

Record of Success

Robust Drop Down Pipeline with Potential to Augment Scale and Diversity

Strong Track Record of

Stable Cash Flows

SUN IS WELL POSITIONED FOR LONG-TERM SUCCESS

INVESTMENT SUMMARY

20

Stability

• Significant amount of long-term, fee-based contracts

• Historical stability of fuel margins

• Strong and resilient industry fundamentals

• Large-cap investment grade sponsor

• Significant real estate value

• Prudent investment to drive organic growth

Visible Growth

• Meaningful growth achievable through significant inventory of drops from ETP

• Ability to pursue combined retail / wholesale asset acquisitions in highly attractive markets

• Financial capacity to execute long-term growth strategy

APPENDIX

21

Energy Transfer Partners, L.P.

(NYSE: ETP)

Energy Transfer Equity, L.P.

(NYSE: ETE)

Publicly Traded MLP

Sunoco Inc.

Non-Qualifying

Business

Susser

Holdings Corp

Non-Qualifying

Business

Future Potential

Drop Inventory

Sunoco LP (2)

(NYSE: SUN)

50.8% LP Interest (1)

100% GP Interest, IDRs

Note: Does not reflect the recently announced distribution of our general partner and IDRs from ETP to ETE

(1) LP percentage ownership is as of August 7, 2015. LP percentages also reflect Class A unit issuance (representing 14.8% of total LP Interest). Class A units are held by subsidiaries of PropCo.

(2) Formerly Susser Petroleum Partners LP (SUSP).

(3) Propco is organized as a limited liability company but elects to be treated as a corporation for tax purposes.

(4) SUN LP has a 31.58% ownership interest in Sunoco LLC while Energy Transfer Partners, L.P. has a 68.42% ownership interest.

22

Susser Petroleum Operating

Company LLC (“SPOC”)

Susser Petroleum Property

Company LLC (“Propco”) (3) Qualifying

Business

Public

Unitholders

34.4% LP

Interest (1)

Non - Qualifying Business

ETP Retail Marketing Segment

SUMMARY ORG STRUCTURE

Pro Forma for

SHC drop

Sunoco LLC

Qualifying

Businesses(4)

ENERGY TRANSFER IS HEAVILY VESTED IN THE LONG TERM SUCCESS OF SUN

23

ETP owns SUN’s GP + IDRs(1) and

ETP is its largest LP unitholder

Energy Transfer’s

Interests are Clearly

Aligned with SUN’s

Experienced Team that has

Managed Acquisitions, Integrations, Transitions

Substantial Halo Effect for

ObtainingResources, Purchasing

Power

Energy Transfer is

Fully Committed to

Making Sunoco LP a

Success

Provides Flexibility

Around Capital Structure and Future Drop

Down Consideration

(1) Does not reflect the recently announced distribution of SUN’s general partner and IDRs from ETP to ETE.

Q2 2015 UPDATE

24

Grew Q2 distribution by 33.4% from $0.5197 in 2Q 2014 to $0.6934 in 2015

Completed the acquisition of Susser Holdings Corporation

Announced private offering of $600 million of Senior Notes due July 2020

(All dollars and gallons in millions)

Quarter Ending June 2014 Quarter Ending June 2015 % Change

Total Fuel Gallons 461.8 1,921.8 316%

Retail 0.0 71.1

Wholesale third-party 168.6 1,254.8 644%

Wholesale affiliated 293.2 595.9 103%

Average Fuel Margin

cents/gallon3.7 7.3 97%

Retail 0.0 27.4

Wholesale third-party 4.9 8.0 63%

Wholesale affiliated 3.0 3.517%

Merchandise Sales $0.0 $104.5

Adjusted EBITDA$15.6 $55.5 256%

Sunoco LP Saw Additional Diversification in Q2 2015 with Retail Fuel Sales and

Merchandise Sales

SUSSER HOLDINGS CORPORATION TRANSACTION OVERVIEW

25

On July 14, 2015 SUN entered into a contribution agreement with Energy Transfer Partners, L.P.

and certain of its subsidiaries (collectively, “ETP”) to acquire 100% of the outstanding capital stock

of Susser Holdings Corporation (“Susser”) (the “Susser Acquisition”)

Includes ~679 retail locations in Texas, New Mexico and Oklahoma operated under the

Stripes® and Sac-N-PacTM brands offering merchandise, food service, motor fuel and other

services

SUN funded the Susser Acquisition with 50% equity (1) and 50% cash. Cash portion was funded

through borrowings under SUN’s revolving credit facility and the proceeds from a senior notes

offering

The Susser Acquisition is highly accretive to Sunoco LP:

Significantly increased scale through the addition of ~679 retail locations

Diversification through an expansion of a fast growing retail division

Provides platform for attractive organic growth initiatives

Susser will be held in Propco (2); does not impact qualified income or MLP status

The Susser Acquisition closed on July 31, 2015

(1) Based on value of Class B units issued to ETP assuming the same value as common units and based on common unit price of $43.53 as of July 14, 2015.

(2) Susser Petroleum Property Company LLC, a wholly-owned subsidiary of SUN that will hold the Susser and SUN non-qualifying businesses.

Susser provides a platform for significant growth

Robust organic growth through new-to-industry store build program

Successful track record of acquiring growth

Trending towards larger, more profitable store layouts

Average store size is approximately 4,000 square feet

New larger store layout greater than 5,000 square feet generates 2-3x cash flow

In-house “land bank” of attractive retail store locations owned or under option, which provides pipeline for continued

store development and growth

Currently have 61 sites in the land bank which are scheduled to be built in 2016 and beyond

26

SUSSER: A PLATFORM FOR SIGNIFICANT GROWTH

Organic and Acquired Growth

Stripes Rolling Store Count

3-year cumulative annualized growth rate of Stripes locations projected to be 8.3% by year-end 2015

59% of growth is attributed to organic net new store builds

41% of growth is attributed to acquisitions

40 new locations forecasted in 2015

Represents year-over-year growth of 6.1%; highest organic growth in the business

New stores reach full cash flow run rate in 2-3 years

23 31

39

62 68 75 86

95 110

128

0

20

40

60

80

100

120

140

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Millio

ns o

f U

nits

$58 $71 $88$148

$158 $166 $188 $210$243

$285

$0

$50

$100

$150

$200

$250

$300

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

STRIPES: STRONG TRACK RECORD OF SAME STORE SALES GROWTH

Overview

Number of Laredo Taco Company Food Units Sold

Food Service Sales (1)

(1) Foodservice sales include restaurant (QSR), fast food, roller grill, coffee, fountain, and Slush Monkey ™ (frozen carbonated beverage).

27

It’s All About the Food

26 straight years of same store sales growth

Above industry average inside-sales business

Laredo Taco Company helps drive same

store sales growth through customer

loyalty

Located in fast-growing Texas market

1,243

1,3191,355

1,3881,421

1,491

1,578

1,6691,705

1,000

1,100

1,200

1,300

1,400

1,500

1,600

1,700

1,800

2006 2007 2008 2009 2010 2011 2012 2013 2014

Leveraging powerful fuel brands

Significant scale in procurement

New large-scale store format enables growth

in volume

Strong and resilient industry fundamentals

Leading market position in highly attractive

markets

GENERATING GROWTH THROUGH INTEGRATION AND EXECUTION OF STRATEGY…

+3%

+2%

+2%

+5%

+6%

(000s)

+6%

+6%

Key Drivers Average Fuel Gallons Sold per Susser Retail Store

28

Expanding Presence of Sunoco Brand

187 total forecasted Sunoco Fuel branded

Stripes locations by year end 2015

146 existing Stripes stores are forecasted

to be rebranded to Sunoco Fuel

41 new-to-industry stores to be opened

under the Sunoco Fuel brand

3.2% 3.6%

5.6%

7.2%5.8%

8.0%6.6%

3.1%4.1%

5.5% 5.6%

7.8%

2.0%

-0.4%

2.0% 1.8%3.0%

4.5%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

5.6% 5.8%

7.4%

5.0%

6.7%

8.0%

5.8% 5.8%

4.2%

2.2%3.4%

2.4% 1.9%

4.0% 4.4%

6.1%

3.9%3.1%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

…RESULTING IN CONSISTENT GROWTH

Merchandise Same Store Sales Growth (1)

Average Retail Gallons Per Store Growth (1)

2011 2012 2013 2014 2015

29

Annual

Growth26.0% 29.0% 12.8% 22.0%

Annual

Growth21.0% 25.6% 25.0% 5.5%

2011 2012 2013 2014 2015

(1) Merchandise and retail growth representative of Susser locations

SUN LP POISED TO HOLD A LEADING POSITION IN A STABLE & THRIVING C-STORE INDUSTRY

Resilient industry growth ‒ 2014 marked the 12th consecutive year of industry-wide merchandise

sales growth

Increasing demand for convenience and improved foodservice offerings continues to drive

merchandise sales growth and profitability

Total U.S. C-Store Industry Sales and Growth

($ b

illio

ns)

Industry Stores (000s) 131 138 141 145 146 145 145 146 148 149 151

Motor Fuel SalesIn-Store / Merchandise Sales

’03–'14

CAGR

6.8%

7.4%

5.7%

30

Source: NACS 2014 State of the Industry Annual Report.

116 132 151 164 169 174 182 190 195 199 204 214

221263

344

406 409450

329386

487 501 492 483

$337

$395

$495

$569 $577

$624

$511

$576

$682$700 $696 $696

$0

$200

$400

$600

$800

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

153

’03 –’14 CAGR: 6.8%

Industry is highly fragmented with over

47,000 stores comprising chain operators

with greater than ten locations in their

portfolio

We continually evaluate acquisition

opportunities

Significant synergy opportunities:

Expanded buying power

Geographic synergies / diversification

G&A synergies

Capital and real estate optimization

can lead to higher returns

Platform for additional

organic/franchise growth

Leverage brand strength through

density in new markets

Ownership of ~ 128,000 Convenience

Stores Selling Fuel (1)

FRAGMENTED CONVENIENCE STORE INDUSTRY OFFERS

ATTRACTIVE ACQUISITION OPPORTUNITIES

(1)Source: NACS/Nielsen 2015 Convenience Industry Store Count.

1 Store58%

2 - 10 Stores4%

11 - 50 Stores

9%

51 - 200 Stores

5%

201 - 500 Stores

6%

501+ Stores17%

31

FUEL DISTRIBUTION PRODUCES SIGNIFICANT QUALIFYING INCOME

Wholesale supply of fuel to related

party, independent dealers or lessee

dealers, and most 3rd parties

Real property rental income from

unaffiliated lessees

Interest income

Dividends

Gains from commodities, futures,

forwards, and options

Qualifying

Sales of fuel products to retail

customers

Merchandise sales

Rental income from affiliated leases

Non-Qualifying

Substantially All of Operations Generating Non-Qualifying Income Conducted

Through Corporate Subsidiary (“Propco”)

32

($ in Thousands) Predecessor Successor Pro Forma Pro Forma

Fiscal Year

Ended

December 31,

2011

Fiscal Year

Ended

December 31,

2012

Fiscal Year

Ended

December 31,

2013

Combined Actual

Results for the

Twelve Months

Ended December

31, 2014

Combined

Results for the

Twelve Months

Ended December

31, 2014(1)

Fiscal Year

Ended December

31, 2014(2)

Net income (loss) $10,598 $17,570 $37,027 $57,786 $90,767 $123,215

Depreciation, amortization and accretion 6,090 7,031 8,687 26,955 57,467 108,014

Interest expense, net 324 809 3,471 14,329 28,306 77,452

Income tax expense 6,039 5,033 440 2,352 12,158 12,158

EBITDA 23,051 30,443 49,625 101,422 188,698 320,839

Non-cash unit based compensation 707 911 1,936 6,080 6,080 7,128

Unrealized gains on commodity derivatives -- -- -- (1,433) (1,433) (932)

Inventory fair value adjustments -- -- -- 13,613 13,613 189,818

Loss (gain) on disposal of assets and

impairment charge 221 341 324 2,631 3,167 717

Adjusted EBITDA $23,979 $31,695 $51,885 $122,313 $210,125 $517,570

EBITDA attributable to non-controlling interest -- -- -- -- -- (210,352)

Adjusted EBITDA attributable to Sunoco LP $23,979 $31,695 $51,885 $122,313 $210,125 $307,218

33

(1) Reflects Pro Forma results including full year of operations of MACS and Aloha Petroleum as reflected in SUN’s Current Report on Form 8-K filed March 2, 2015.

(2) Reflects Pro Forma results including full year of operations of MACS, Aloha Petroleum and Sunoco LLC.

SUN RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME

34

SUN RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME

($ in Thousands) Fiscal Year Ended

December 31, 2014 2013 2014

Net Income (loss) $57,786 $10,132 $17,918

Depreciation, amortization and accretion 26,955 3,326 17,566

Interest expense, net 14,329 1,502 8,197

Income tax expense 2,352 7 830

EBITDA $101,422 $14,967 $44,511

Non-cash unit based compensation 6,080 707 195

Unrealized (gain)/loss on commodity derivatives (1,433) - 1,174

Inventory fair value adjustment 13,613 - (1,955)

Loss (gain) on disposal of assets and impairment charge 2,631 - (266)

Adjusted EBITDA $122,313 $15,674 $43,659

1Q Ended March 31,

35

SUNOCO LLC RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME

($ in Thousands)

Fiscal Year Ended

December 31,

2013 2014

Net income (loss) $134,413 $36,732

Depreciation, amortization and accretion 48,091 50,547

Income tax expense 65,774 44,862

EBITDA 248,278 132,141

Non-cash unit based compensation 777 1,048

Unrealized gains on commodity derivatives (740) 501

Inventory fair value adjustments (3,298) 176,205

Loss (gain) on disposal of assets and impairment charge 1,189 (2,450)

Adjusted EBITDA $246,206 $307,445

Adjusted EBITDA -- 68.42% interest 168,454 210,354

Adjusted EBITDA -- 31.58% interest $77,752 $97,091

(1) Reflects Pro Forma results including full year of operations of MACS and Aloha Petroleum as reflected in SUN’s Current Report on Form 8-K filed March 2, 2015.

SUNOCO LP RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

36

($ in Thousands)

Predecessor Successor Pro Forma

Fiscal Year Ended

Fiscal Year Ended

Fiscal Year Ended

Combined Actual Results

Combined Actual Results

December 31, December 31, December 31, for the Twelve Months for the Twelve Months

2011 2012 2013Ended December 31,

2014Ended December 31,

2014 (1)

Net income (loss) $10,598 $17,570 $37,027 $57,786 $90,767

Depreciation, amortization and accretion 6,090 7,031 8,687 26,955 57,467

Interest expense, net 324 809 3,471 14,329 28,306

Income tax expense 6,039 5,033 440 2,352 12,158

EBITDA 23,051 30,443 49,625 101,422 188,698

Non-cash unit based compensation 707 911 1,935 6,080 6,080

Unrealized gains on commodity derivatives -- -- -- (1,433) (1,433)

Inventory fair value adjustments -- -- -- 13,613 13,613

Loss (gain) on disposal of assets and impairment charge 221 341 324 2,631 3,167

Adjusted EBITDA $23,979 $31,695 $51,884 $122,313 $210,125

(1) Reflects combined results of the Predecessor and Successor period of Susser.

(2) To eliminate the eight months of SUN activity reflected in Susser's historical financial statements prior to September 1, 2014.

(3) To eliminate the intercompany transactions between SUN and Susser during the last four months of 2014 after the ETP Merger.

SUSSER RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

37

($ in Thousands)

Historical (1) Pro Forma Adjustments Pro Forma

Memo - EBITDA and DCF reconciliation Susser SUN (2) Adjustments (3) Susser

Fiscal Year Ended Fiscal Year Ended December 31,

2014

Fiscal Year Ended

December 31, December 31,

2014 2014

Net income 129,200 (22,510) (148,204) (41,514)

Depreciation, amortization and accretion 79,996 (10,457) (4,438) 65,101

Interest expense, net 15,194 (4,767) 32,629 43,056

Income tax expense 76,442 (218) (11,502) 64,722

EBITDA 300,832 (37,952) (131,515) 131,365

Unit compensation 20,218 - - 20,218

Loss (gain) on disposal of assets and impairment charge 1,614 39 - 1,653

Equity investee gain (129,092) - 129,092 -

Unrealized gains on commodity derivatives (8,294) - - (8,294)

Inventory fair value adjustments 15,859 - - 15,859

Adjusted EBITDA (consolidated) 201,137 (37,913) (2,423) 160,801

Adj EBITDA attributable to NCI - - - -

Adj EBITDA attributable to Sunoco LP 201,137 (37,913) (2,423) 160,801